Why is it necessary to maintain my Corporate or LLC Record Book?
Probably the most important reason to maintain your record book is because the law requires it!
In Nevada, when you sign your annual list of officers (or member/managers in the case of an LLC) you are certifying that you are complying with the law as stated in NRS 364A. The Nevada Revised Statutes (NRS) chapter 78 for corporations and chapter 86 for Limited Liability Companies also state requirements of accurate record keeping (minutes, resolutions and stock ledgers).
Links to NRS:
Nevada Secretary of State
Chapter 364A Business Tax...
Links to NRS:
Link to California Corp Code
This is one example of a law in which the benefits to the citizen can be easily seen. What are the benefits? Whether your purpose in forming an artificial entity is for liability protection, estate planning or tax strategies, you must be able to prove that you, as a natural person, and the corporation or LLC as an artificial person are not one and the same! By holding regular meetings and keeping accurate records (minutes, resolutions and other documents) you will be able to support your corporate actions and preserve your corporate integrity.
If you are like most people, you are very busy with your business itself, not to mention your home and family. Fountainhead Associates, Inc. can help you with this clerical task!
Some of the activities that require documentation are:
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Annual Meeting of the Board of Directors |
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Changes of Directors |
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Changes of Officers |
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Annual Meeting of the Shareholders |
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Changes of the Shareholders |
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Resolutions |
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Vehicle Purchases or Leases |
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Equipment Purchases or Leases |
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Promissory Notes |
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Real Estate Leases |
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Business Travel |
The IRS is particularly demanding when it comes to corporate records.
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Have the corporate benefits you enjoy been properly voted upon and recorded? |
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Have loans between you and your corporation been authorized in writing? |
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Did you hold and record the required meetings to decide upon becoming an "S" Corporation or the change your corporation's fiscal year? |
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Do you have resolutions authorizing your own salary? |
The IRS will inspect your corporate minute book, and without written documents to support corporate actions, your tax benefits may be disallowed. This may result in a tax liability, only because your record book was not in order.
Fountainhead Associates, Inc. will assist you in determining what actions require documentation and will prepare these records in a professional format. Let us take care of this clerical task for you.
Spend your time running your business and making money, not keeping records!